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2. State and County Incentives. The County agrees to assist Corning in <br />obtaining any incentives, grants and programs that may be or become available from the <br />State of North Carolina and /or the Town of Midland; however, the County shall not be <br />responsible for obtaining or paying any State or County incentives to Corning, except as <br />otherwise provided by law. <br />3. Validity of Incentives. As stated in the Program, no change in the <br />Program after the date of this Agreement shall apply to the provisions of this Agreement <br />or to the New Investment or the Facility (as it may be expanded or modified) unless <br />otherwise agreed to in writing by the County and Corning. In the event one or more <br />lawsuits or other proceedings are brought against the County or any County elected <br />official challenging the legality of this Agreement or any provision, the County shall <br />defend against any and all such lawsuits or other proceedings, including appealing any <br />adverse judgment to the highest appellate court of the State of North Carolina. In the <br />event that any of the incentives or other agreements of the County are determined to be <br />invalid, the County agrees that it will, to the extent permitted by law, provide Corning <br />with incentives of substantially equal value pursuant to one or more replacement <br />incentive grant programs. <br />4. Noncompliance by Corning. Corning acknowledges that at any time <br />during the period that a Grant is paid or is to be paid to Corning by County, if Corning <br />has (a) failed or fails to make or maintain the New Investment, (b) fails to continue fully <br />in business its existing plant, (c) fails to continue fully in business the New Facility, (d) <br />fails to create and maintain at least 65 new jobs during the term of this Agreement, or (e) <br />fails to comply with any provision of this Agreement or any provision of the Program <br />applicable to this Agreement, then Corning shall be in default of this Agreement. In any <br />such event, the County shall give written notice to Corning describing such default. In <br />the event that Corning shall fail to cure such default within 90 days of having received <br />such written notice, the County may at its option terminate this Agreement and withhold <br />all further Grant payments. <br />as follows: <br />Corning Representations Corning represents as of the Agreement Date <br />a) Corning, Inc is a corporation (i) duly organized and validly <br />existing under the laws of its state of formation; (ii) is duly qualified to transact business <br />and is in good standing in North Carolina; (iii) is not in violation of any provision of its <br />organizational documents; (iv) has full corporate power to own its properties and conduct <br />its business; (v) has full power and authority to enter into this Agreement and to enter <br />into and carry out the transactions contemplated by this Agreement; (vi) by proper action <br />has duly authorized the execution and delivery of this Agreement; and (vii) is not in <br />default under any provision of this Agreement. <br />b) Coming's execution and delivery of this Agreement neither <br />conflict with, not will result in, a breach or default under any organizational documents; <br />nor, to the best of its knowledge, will its execution and delivery conflict with, or result in, <br />Economic development grant Cab Co- Corning expansion <br />Attachment number 4 <br />G -1 Page 154 <br />